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represented for the ownership of the City only. Any other use by Consultant or other parties needs
<br /> to be approved in writing by the City in order to be properly authorized.
<br /> 10. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless, the City, its
<br /> officers, agents, employees from, and against any and all claims, actions, liabilities, losses and
<br /> expenses including, but not limited to, attorney's fees for personal, economic or bodily injury,
<br /> wrongful death, loss of or damage to property, at law or in equity, which may arise or may be
<br /> alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the
<br /> Consultant, agents or other personal entity acting under Consultant's control in connection with
<br /> the Consultant's performance of Services under this Agreement and to that extent the Consultant
<br /> shall pay such claims and losses and shall pay all such costs and judgments which may issue from
<br /> any lawsuit arising from such claims and losses and shall pay all costs and attorneys' fees expended
<br /> by the City in defense of such claims and losses including appeals. The parties agree that ten
<br /> percent(10%) of the total compensation is a specific consideration from the City to the Consultant
<br /> for this indemnity.
<br /> 11. INTELLECTUAL PROPERTY INDEMNIFICATION. Consultant shall defend and
<br /> indemnify the City,its officers,agents,representatives,and employees against any and all liability,
<br /> including costs, for infringement of any United States' letters, patent, trademark, or copyright
<br /> infringement, including costs,contained in the work product or documents provided by Consultant
<br /> to the City pursuant to this Agreement.
<br /> 12. RECORDS. Consultant shall keep records and invoices in connection with the work to be
<br /> performed under this Agreement. Consultant shall maintain complete and accurate records with
<br /> respect to the costs incurred under this Agreement and any services, expenditures, and
<br /> disbursements charged to the City for a minimum period of three(3)years,or for any longer period
<br /> required by law, from the date of final payment to Consultant under this Agreement. All such
<br /> records and invoices shall be clearly identifiable. Consultant shall allow a representative of the
<br /> City to examine, audit, and make transcripts or copies of such records and any other documents
<br /> created pursuant to this Agreement during regular business hours. Consultant shall allow
<br /> inspection of all work, data,documents,proceedings and activities related to this Agreement for a
<br /> period of three (3) years from the date of final payment to Consultant under this Agreement.
<br /> 13. TERMINATION AND REMEDIES FOR BREACH.
<br /> A. If,through any cause within reasonable control, the Consultant shall fail to fulfill in
<br /> a timely manner or otherwise violate any of the covenants, agreements or
<br /> stipulations material to this Agreement, the City shall have the right to terminate the
<br /> Services then remaining to be performed. Prior to the exercise of its option to
<br /> terminate for cause, the City shall notify the Consultant of its violation of the
<br /> particular terms of the Agreement and grant Consultant ten (10) days to cure such
<br /> default. If the default remains uncured after ten (10) days the City may terminate
<br /> this Agreement. If Consultant fails, refuses or is unable to perform any term of this
<br /> Agreement, City shall pay for services rendered as of the date of termination.
<br /> (i.) In the event of termination, all finished and unfinished documents, data and
<br /> other work product prepared by Consultant shall be delivered to the City and
<br /> the City shall compensate the Consultant for all Services satisfactorily
<br /> performed prior to the date of termination, as provided in Paragraph 4 herein.
<br /> C1516-031 AEA CONSULTING LLC Page 4 of 7
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